09/29/2003 12:28 340-774-2030 PALL. PiefFNAN PC Pat 04 Articles of incorporation Page 4 Ena Simon Mary R. Weber 146-100 Anna's Retreat SL Thomas, Virgin Islands 22-18 Mandahl St. Thomas, Virgin Islands ARTICLE VI The corporation is to have perpetual existence. The corporation is to be unlimited in the amount of indebtedness to which it shall at any time be subject. ARTICLE Y111 For the management of the business and for the conduct of the affairs of the corporation, and in further creation, definition, directors and stockholders, limitation, and regulation of the powers of the corporation and of its it is further provided: I. provided The number of directors of the corporation shall be fixed by, or in the manner directors need in the By-Laws, but in no case shall the number be less than three. The not be stockholders. 2. Islands. In furtherance and and not in limitation of the powers conferred by the laws of the Virgin expressly authorized subject at all times to the provisions thereof, the Board of Directors is and empowered: a) Subject to the right of a majority of the stockholders or modify to amend, repeal, alter the By-Laws at any regular meeting, or at any special meeting with called for such purposes, to make, alter and repeal By-Laws, not inconsistent any existing law, fixing or altering the management of the property of and the corporation, the governing of its affairs, and the manner of certification transfer of its stock. b) To authorize and issue obligations oftbe corporation, secured and unsecured, to include therein such provisions as to redeemability, . convertibility or CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) A DB-SDNY-0029729 SDNY_GM_00175913 EFTA01344362